SAFT
GENERAL TERMS AND CONDITIONS OF SALE
1.
GENERAL
1.1.
These General Terms and Conditions
of Sale shall apply to all Offers submitted by
SAFT to a Customer and to Purchase Orders
received from a Customer and accepted by
SAFT for the sale of Products. These Terms
and Conditions shall prevail over any other
terms and conditions contained in any
Purchase Order or other document of or
communication from the Customer.
1.2.
Offer is open for acceptance within 30
days after its date of issuance unless a
different validity period is stated in the Offer.
All Purchase Orders are subject to acceptance
by SAFT in writing.
1.3.
Descriptions
and
illustrations
contained in SAFT’s catalogues, brochures,
price lists and other advertisements are for
general information purposes only and
Customer shall be deemed to have purchased
the Products without reliance on such
descriptions and illustrations.
2.
DEFINITIONS
2.1.
“Terms and Conditions” shall mean
these SAFT General Terms and Conditions of
Sale.
2.2.
“Offer” shall mean an offer issued by
SAFT that includes a quotation and/or a price
list for the purchase of Products by Customer.
2.3.
“Purchase Order” shall mean the
order issued by the Customer for the purchase
of Products, and acknowledged by SAFT in
accordance with these Terms and Conditions.
GTC - Version in force as from November 2014
2.4.
“Products” shall mean the goods,
materials or equipment and any part or
component thereof supplied by SAFT and/or
any work or services performed by SAFT
pursuant to these Terms and Conditions.
2.5.
“Customer” shall mean the buyer of
Products, the recipient of an Offer or the party
issuing a Purchase Order.
2.6.
“SAFT” shall mean any company of
which SAFT GROUPE SA holds directly or
indirectly more than 50% of the capital.
3.
PRICE – PAYMENT
3.1.
Unless otherwise agreed in writing,
Products are invoiced at the prices applicable
on the date when the Products leave SAFT’s
warehouses.
3.2.
Unless otherwise agreed in writing, all
prices are given by SAFT on Ex-Works basis
(Incoterm 2010) and where SAFT agrees to
deliver the Products otherwise than at SAFT’s
premises, Customer shall be liable to pay all
SAFT’s charges and duties in respect of
carriage, freight, packaging, customs and
insurance.
3.3.
Payment for Products shall be made
by the Customer within 30 days from the date
of the invoice or as otherwise agreed between
SAFT
and
the
Customer.
3.4.
The price is exclusive of any applicable
value added tax or any other taxes and duties,
which Customer shall be additionally liable to
pay SAFT.
3.5.
Any amounts not received by SAFT by
the due date shall be subject to interest at the
rate of 15% per annum, increased by a lump
sum for recovery costs of 40€ per delayed
SAFT
GENERAL TERMS AND CONDITIONS OF SALE
invoice. This amount shall be calculated on the
overdue payments, with capitalization of
interest.
4.3.
Delivery takes place in accordance
with Ex-Works SAFT’s facilities (Incoterms
2010) or as otherwise agreed in writing
between the parties.
3.6.
Should the Customer fail to fulfill its
obligations of payment at the due date, SAFT
reserves the right to cancel the sale within 5
days following notification to the Customer by
registered letter or by e-mail with
acknowledgement of receipt. This is without
prejudice to any damages which may be
claimed by SAFT.
4.4.
It is agreed between SAFT and
Customer that the Products are shipped at the
Customer’s risk even if the shipping is done at
SAFT’s expense. Customer shall then take all
necessary precautions including insurance to
cover these risks.
4.
4.5.
The Customer shall perform a visual
inspection at the receipt of the Products and
notify to SAFT any reservations within 24
hours.
DELIVERY
4.1.
All Products shall be suitably packed
for shipment in accordance with SAFT’s
standard, unless otherwise requested by the
Customer and agreed to in writing by SAFT.
4.2.
SAFT shall do its best efforts to comply
with the delivery date specified in the
Purchase Order acknowledged and/or in the
Offer. Partial delivery shall be permitted.
Delays shall, in no case whatever, justify the
cancellation of the Purchase Order. SAFT shall
not be responsible for delays in delivery or
performance due to causes beyond its
reasonable control, including Force Majeure
as defined in Section 11. If performance by
SAFT is delayed by reason thereof, it shall
notify Customer, and the time for
performance shall be extended for the period
of such contingency. If, as a result of any such
contingency, SAFT is unable to perform any
accepted Purchase Order in whole or in part,
then to the extent that it is unable to perform,
such Purchase Order shall be deemed
terminated without liability to either party,
but shall remain in effect as to the unaffected
portion thereof, if any.
GTC - Version in force as from November 2014
4.6.
Should Customer postpone delivery of
any Products, Customer will be required to
pay to SAFT i) the invoice at the due date and,
ii) 1 per cent of the Purchase Order price per
week for the Product’s storage at SAFT
premises. Should Customer postpone delivery
of any Product above 12 weeks from the
scheduled delivery date, SAFT shall have the
right to deliver the Product and to invoice
accordingly.
5.
RETENTION OF TITLE
5.1.
SAFT retains full ownership of the
Products until full payment of the selling price
has been received.
5.2.
Notwithstanding SAFT’s retention of
title, the risks related to the Products
(including the risk of loss or destruction) shall
pass to the Customer in accordance with
section 4.3 above.
5.3.
Until full payment of the price, the
Customer shall keep the Products separate
from any other products and properly stored,
SAFT
GENERAL TERMS AND CONDITIONS OF SALE
protected, insured and identified as SAFT’s
property.
5.4.
SAFT reserves the right to reclaim the
Products if the selling price is unpaid at the
due date and Customer undertakes to return
the Product on SAFT’s first demand and bear
all related expenses.
6.
WARRANTY
6.1.
SAFT warrants that the Products shall,
for a period of one year from SAFT’s delivery
of such Products, be free from defects in
materials and workmanship and shall conform
to the contractual specifications or to
specification sheet of the Product. This
warranty does not cover defects or failure
caused by improper handling, storage,
maintenance or repair or by any modification,
misconnection, abuse, abnormal use of such
Products
(inter
alia overloading
or
overcharging) or use not complying with SAFT
user manual provisions if any.
6.2.
Warranty claims must be made to
SAFT immediately after discovering the defect
and within the warranty period or are forever
waived.
6.3.
The foregoing warranty is exclusive of
any other warranties, express, implied or
statutory. In particular, this warranty shall not
apply to failure arising from defect in design,
when the design has been completed by a
third party. Unless otherwise agreed, the
warranty shall not apply to the compliance of
Products to Customer’s needs. Should the
Products warranty be breached, Customer’s
exclusive remedy against SAFT, and SAFT’s
sole obligation, shall be limited to, at SAFT’s
option, repairing or replacing the defective
Products or refunding the purchase price of
such defective Products.
GTC - Version in force as from November 2014
6.4.
The Product shall be considered as
defective if the failure may be duplicated by
SAFT, it being understood that non conformity
shall be determined by reference to the
contractual specifications applicable to the
allegedly defective Products.
7.
INSTALLATION
7.1.
Unless otherwise agreed in writing, all
prices are exclusive of any installation or
service Customer may require.
7.2.
If SAFT is required to install the
Products supplied hereunder at the
Customer’s premises, SAFT shall be under no
liability whatsoever for damage incurred by
the Customer, caused by SAFT, its agents or
sub-contractors in installing the Products or
for any consequential damages or purely
financial loss howsoever caused.
8.
INSPECTION & TESTS
8.1.
Tests on the Products specified in the
Offer will be performed by SAFT at its
facilities.
8.2.
If Customer requires tests other than
those specified in the Offer, or if Customer
requires that the specified tests be carried out
in the presence of its representatives,
Customer shall pay for the cost of those tests
and any other associated costs.
9.
LIABILITY
9.1.
In no event SAFT shall have any
liability for damages in an amount exceeding
the purchase price of the related defective
Products.
SAFT
GENERAL TERMS AND CONDITIONS OF SALE
9.2.
SAFT shall not have any liability for
incidental, indirect or consequential damages
arising out or relating to the Purchase Order
or the Products, including but not limited to
loss of profit or revenue, business opportunity
or anticipated saving.
9.3.
Unless otherwise agreed in writing
with the Customer, SAFT shall not be liable for
damages arising from the integration or the
use of Products in a system or equipment (the
“System”), on the design of which SAFT has no
control. In such case, the Customer is solely
liable for the System quality and reliability, as
well as for necessary security device and shall
indemnify SAFT against any demand, claim,
action, decision, loss or damage arising from
the use of the System which incorporates the
Products.
10.
INTELLECTUAL PROPERTY
10.1. Any and all intellectual property rights
related to or in connection with the Products
(including
any
designs,
drawings,
specifications,
test
results,
technical
descriptions, catalogue, brochures, manuals,
and other data, or submitted with or in
connection with SAFT’s Offer or resulting from
the performance of the Purchase Order by
SAFT) is the property of SAFT. No license is
granted by SAFT on the Products under these
Terms and Conditions.
10.2. The Customer shall refrain from
infringing upon SAFT’s intellectual property
rights (as defined in section 9.1) and not
destructively test, disassemble, radiograph,
reverse engineer or otherwise analyze any
Products, without SAFT’s prior written
consent.
GTC - Version in force as from November 2014
10.3. In the event that Products are
developed
and/or
manufactured
in
accordance with plans, drawings and
specifications provided by the Customer, the
Customer shall hold harmless SAFT against any
and all claims and damages resulting from
alleged or actual infringement of any
industrial or intellectual property rights of a
third party.
10.4. Customer shall promptly notify SAFT
of any intellectual property claim related to
the Products and shall give SAFT any
assistance and information requested by SAFT
for the defense of such intellectual property
claim.
10.5. Unless otherwise agreed in writing,
specific tooling designed and produced to
manufacture Products designed by SAFT
according to Customer’s specifications shall
remain SAFT’s exclusive property.
11.
CONFIDENTIALITY
Any information, data, know-how disclosed by
SAFT shall at all times be treated by the
Customer as strictly confidential and shall not
without SAFT’s prior written consent (i) be
used by the Customer for any other purpose
than the use of the Product, and/or (ii) be
communicated to third parties.
12.
RECYCLING
SAFT commits to recycle at the end of their
life Nickel Cadmium batteries delivered under
the Purchase Order. The spent Nickel
Cadmium batteries shall be delivered by
Customer at their expense to a national
collection point approved by SAFT in order to
assure proper recycling. Cost of recycling will
be at SAFT’s expense.
SAFT
GENERAL TERMS AND CONDITIONS OF SALE
13.
FORCE MAJEURE
13.1. Force Majeure means any events
beyond Parties’ control including without
limitation, strikes or other labor disturbances,
inability to obtain fuel, material or parts,
delays in transportation, repairs to
equipment, supplier’s failings, fire or accident.
13.2. Should either party be prevented
from performing its obligations by reason of
Force Majeure, then such party shall not be
liable for such nonperformance and its
obligations shall be suspending for the
duration of the Force Majeure event.
14.
APPLICABLE LAW AND DISPUTES
These Terms and Conditions will be governed
by the laws of France without making
reference to its conflict of law provisions. Any
action shall be brought by the parties within
the exclusive jurisdiction of Tribunal de
Commerce de Paris. Nothing in this paragraph
shall limit the right of SAFT to bring
proceedings in any other courts of competent
jurisdiction to the extent permitted by
applicable law.
15.
MISCELLANEOUS
15.1. Modification: SAFT reserves the right,
at any time, to make any technical
improvements of the Products subject to an
increase of price.
15.2. Waiver: no failure or delay by SAFT or
by the Customer in exercising any of its rights
under these Terms and Conditions shall
operate as a waiver thereof nor shall any
single defective or partial exercise thereof
preclude any other or further exercise of that
or any other right.
GTC - Version in force as from November 2014
15.3. Assignment: the Purchase Order shall
not be assigned nor transferred by the
Customer without the prior written consent of
SAFT.
15.4.
Amendment:
15.4.1 Any modification to the Purchase
Order shall be made only in writing and duly
signed by SAFT and the Customer.
15.4.2 SAFT can revise the present Terms and
Conditions without notice to the Customer.
15.5. Nullity: if any provisions of these
Terms and Conditions are declared null and
void, the validity of the other provisions shall
not be affected.